(Supplier) - GP Ratings Ltd and
(Customer) – Member registered to use all services offered by GP Ratings Platform.
(1) GP Ratings Ltd incorporated and registered in England and Wales with company number 14564844, whose registered office is at 86-90 Paul Street, London, England, United Kingdom, EC2A 4NE
(2) (Customer) – Member registered to use all services offered by GP Ratings Platform.
(A) GP Ratings has developed a rating platform for GP Practices to evaluate areas of concern and satisfaction by patients for the service they receive, members of GP Ratings platform pay for monthly membership and add on services for the purpose of GPs to obtain ratings from patients through kiosk and web application.
(B) The GPs wish to use the GP Ratings Platform in their business operations.
(C) The GP Ratings Ltd has agreed to provide and the GPs/Clients has agreed to take and pay for the services subject to the terms and conditions of this agreement.
1.1. Definitions and interpretation
The definitions and rules of interpretation in this clause apply to this agreement.
Authorised Users: those employees, agents and independent contractors of the Customer who are authorised by the Customer to use the Services and the Documentation, as further described in clause 2.2(d).
Business Day: a day other than a Saturday, Sunday or public holiday in England when banks in London are open for business.
Change of Control: [shall be as defined in section 1124 of the Corporation Tax Act 2010, and the expression change of control shall be interpreted accordingly OR the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and controls, controlled and the expression change of control shall be interpreted accordingly.]
Confidential Information: information that is proprietary or confidential and is either clearly labelled as such or identified as Confidential Information in clause 11.1.
Customer Data: the data shared by the Customer, Authorised Users, or the Supplier on the Customer's behalf for the purpose of using the Services or facilitating the Customer's use of the Services.
Documentation: the document made available to the Customer by GP Ratings Ltd online via dashboard or such other web address notified by the GP Ratings Ltd to the Customer from time to time which sets out a description of the Services and the user instructions for the Services.
Effective Date: the date of membership registration completed.
Initial Membership Term: the initial term of this membership is 12 months from starting period.
Normal Business Hours: 9.00 am to 5.00 pm local UK time, each Business Day.
Renewal Period: The membership shall commence on the Effective Date and shall continue for the Initial Membership period and, thereafter, the membership shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
Termination by notice
either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Membership Term or any Renewal Period, in which case the membership shall terminate upon the expiry of the applicable Initial Membership Term or Renewal Period; or otherwise terminated in accordance with the provisions of the terms & conditions; and the Initial Membership Term together with any subsequent Renewal Periods shall constitute the Membership Term.
Services: the membership services provided by the GP Ratings Ltd to the Customer via gpratings.uk from time to time, as more particularly described in the Documentation.
Software: the online software applications provided by GP Ratings Ltd as part of the Services.
Membership Fees: the Membership fees payable by the Customer to the Supplier for the User Memberships, as set out in paragraph 1 of Schedule 1.
Membership Term: has the meaning given in clause 14.1 (being the Initial Membership Term together with any subsequent Renewal Periods).
Support Services Policy: the Supplier's policy for providing support in relation to the Services as made available at https://forgps.gpratings.uk/support-policy or such other website address as may be notified to the Customer from time to time.
User Memberships: the user Memberships purchased by the Customer pursuant to clause 9.1 which entitle Authorised Users to access and use the Services and the Documentation in accordance with this agreement.
Virus: anything or device (including any software, code, file or programme) which may: prevent, impair or otherwise adversely affect the operation of any computer software, hardware or network, any telecommunications service, equipment or network or any other service or device; prevent, impair or otherwise adversely affect access to or the operation of any programme or data, including the reliability of any programme or data (whether by re-arranging, altering or erasing the programme or data in whole or part or otherwise); or adversely affect the user experience, including worms, trojan horses, viruses and other similar things or devices.
1.2. Interpretation of membership terms & conditions
Clauses, schedules and paragraph headings shall not affect the interpretation of the membership.
1.3. Person, legal representatives, successors, assigns.
A person includes an individual, corporate or unincorporated body (whether or not having separate legal personality) and their legal and personal representatives, successors or permitted assigns.
1.4. Incorporated bodies
A reference to a company includes any company, corporation or other body corporate, wherever and however incorporated or established.
1.5. Singular and plural
Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
1.6. Gender-neutral language
Unless the context otherwise requires, a reference to one gender shall include a reference to all genders.
1.7. Statutory references
A reference to a statute or statutory provision is a reference to it as at the date of the membership commencement.
1.8. Statutory provisions
A reference to a statute or statutory provision includes all subordinate legislation made as at the date of membership commencement under that statute or statutory provision.
1.9. Written communication
A reference to writing or written communication sent via email.
1.10. References to clauses and schedules.
References to clauses and schedules are to the clauses and schedules of the membership; references to paragraphs are to paragraphs of the relevant schedule.
2.1. Use of services
Subject to the Customer purchasing the User Memberships in accordance with clause 3.3 and clause 9.1, the restrictions set out in this clause 2 and the other terms and conditions of the membership, the Supplier hereby grants to the Customer a non-exclusive, non-transferable right and licence, without the right to grant sublicences, to permit the Authorised Users to use the Services and the Documentation during the Membership Term solely for the Customer's internal business operations.
2.2. In relation to the Authorised Users, the Customer undertakes that:
(a) Authorised Users
the maximum number of Authorised Users that it authorises to access and use the Services and the Documentation shall not exceed the number of User specified in the membership registration process that has been purchased from time to time;
(b) One GP per Membership
it will not allow or suffer any User Membership to be used by more than one GP’s Authorised User unless it has been reassigned in its entirety to another individual Authorised User, in which case the prior Authorised User shall no longer have any right to access or use the Services and/or Documentation;
(c) Password security
each Authorised User shall keep a secure password for their use of the Services and Documentation, and that each Authorised User shall keep their password confidential;
(d) Authorised Users
Up to date list of current Authorised Users is provided on the dashboard hence no further confirmation is needed.
(e) Audit rights
it shall permit the Supplier or the Supplier's designated auditor to audit the Services in order to establish the name and password of each Authorised User and the Customer's data processing facilities to audit compliance with the membership. Each such audit may be conducted no more than once per quarter, at the Supplier's expense, and this right shall be exercised with reasonable prior notice, in such a manner as not to substantially interfere with the Customer's normal conduct of business;
(f) Password security
if any of the audits referred to in clause 2.2(e) reveal that any password has been provided to any individual who is not an Authorised User, then without prejudice to the Supplier's other rights, the Customer shall promptly disable such passwords and the Supplier shall not issue any new passwords to any such individual; and
(g) Underpayment of Membership fees
If any of the audits referred to in clause 2.2(e) reveal that the Customer has underpaid Membership Fees to the Supplier, then without prejudice to the Supplier's other rights, the Customer shall pay to the Supplier an amount equal to such underpayment as calculated in accordance with paragraph 1 of Schedule 1 within 7 Business Days of the date of such audit.
2.3. No viruses
The Customer shall not access, store, distribute or transmit any Viruses, or any material during the course of its use of the Services that:
(a) Unlawful, harmful, or offensive
is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images;
(d) promotes unlawful violence;
is discriminatory based on race, gender, colour, religious belief, sexual orientation, disability; or
(f) Illegal or harmful
is otherwise illegal or causes damage or injury to any person or property;
and the Supplier reserves the right, without liability or prejudice to its other rights to the Customer, to disable the Customer's access to any material that breaches the provisions of this clause.
2.4. The Customer shall not:
(a) Except as expressly permitted
except as may be allowed by any applicable law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under the membership terms & conditions:
(i) Prohibited uses
attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Software and/or Documentation (as applicable) in any form or media or by any means; or
(ii) Reverse engineering
attempt to de-compile, reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the Software; or
(b) Competing products or services
access all or any part of the Services and Documentation in order to build a product or service which competes with the Services and/or the Documentation; or
(c) Providing services to third parties
use the Services and/or Documentation to provide services to third parties; or
(d) Prohibited uses
subject to clause 22.1, license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Services and/or Documentation available to any third party except the Authorised Users, or
(e) Access to services
attempt to obtain, or assist third parties in obtaining, access to the Services and/or Documentation, other than as provided under this clause 2; or
(f) Introducing viruses
Introduce or permit the introduction of, any Virus [or Vulnerability] into the Supplier's network and information systems.
2.5. Prevent unauthorized access
The Customer shall use all reasonable endeavours to prevent any unauthorised access to, or use of, the Services and/or the Documentation and, in the event of any such unauthorised access or use, promptly notify Supplier.
2.6. Rights granted to customer only
The rights provided under this clause 2 are granted to the Customer only, and shall not be considered granted to any subsidiary or holding company of the Customer.
3.1. Additional User Memberships
Subject to clause 3.2 and clause 3.3, the Customer may, from time to time during any Membership Term, create additional User and shall grant access to the Services and Documentation to such additional Authorised Users in accordance with the membership terms & conditions.
4.1. Provide services
The Supplier shall, during the Membership Term, provide the Services and make available the Documentation to the Customer in accordance with the membership terms & conditions.
4.2. Availability of services
The Supplier shall use commercially reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for:
(a) Scheduled maintenance
planned maintenance carried out during the maintenance window of [10.00 pm to 2.00 am UK time]; and
(b) Scheduled maintenance
Unscheduled maintenance performed outside Normal Business Hours, provided that the Supplier has used reasonable endeavours to give the Customer at least [ Normal Business Hours'] notice in advance.
4.3. Customer support services
The Supplier will, as part of the Services [and at no additional cost to the Customer], provide the Customer with standard customer support services during Normal Business Hours in accordance with the Supplier's Support Services Policy in effect at the time that the Services are provided. The Supplier may amend its Support Services Policy in its sole and absolute discretion from time to time.
5.1. Please refer to Data Sharing Agreement that can be accessed at forgps.gpratings.uk.
7.1. Performance standards
The Supplier agrees that the Services will be performed substantially in accordance with the Documentation and with reasonable skill and care.
The undertaking at clause 7.1 shall not apply to the extent of any non-conformance which is caused by use of the Services contrary to the Supplier's instructions, or modification or alteration of the Services by any party other than the Supplier or the Supplier's duly authorised contractors or agents. If the Services do not conform with the foregoing undertaking, Supplier will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Customer with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Customer's sole and exclusive remedy for any breach of the undertaking set out in clause 7.1.
7.3. The Supplier:
(a) does not warrant that:
(i) Use of services
The Customer will be able to use the Services uninterrupted or error-free.
(ii) Meeting requirements
The Customer will be satisfied with the Services, Documentation and/or the information obtained by the Customer through the Services.
(iii) Free from vulnerabilities or viruses.
The Software or the Services will be free from Vulnerabilities or Viruses.
(iv) Cybersecurity requirements
The Software, Documentation or Services will comply with any Heightened Cybersecurity Requirements.
(b) Communications limitations
is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Customer acknowledges that the Services and Documentation may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
This agreement shall not prevent the Supplier from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under this agreement.
7.5. Licences, consents, and permissions
The Supplier warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under the membership terms & conditions.
Back-up and archiving of customer data
The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at forgps.gpratings.uk or such other website address as may be notified to the Customer from time to time, as such document may be amended by the Supplier in its sole discretion from time to time, provided that (i) the Supplier retains responsibility for all loss, destruction, alteration or disclosure of Customer Data caused by any third party (except those third parties sub-contracted by the Supplier to perform services related to Customer Data maintenance and back-up for which it shall remain fully liable), and (ii) if requested by the customer in writing within thirty days of receipt of notice from the supplier pursuant thereto, then prior written notice will be given specifying a date and hour during which copies of all customer data will be made available for inspection. A: The Supplier shall follow its archiving procedures for Customer Data as set out in its Back-Up Policy available at forgps.gpratings.uk or such other website address as may be notified to the Customer from time to time], provided that:
8.1. The Customer shall:
(a) provide the Supplier with:
(i) all necessary co-operation in relation to this agreement; and
(ii) Access to information
all necessary access to such information as may be required by the Supplier;
in order to provide the Services, including but not limited to Customer Data, security access information and configuration services;
(b) Compliance with laws
without affecting its other obligations under this agreement, comply with all applicable laws and regulations with respect to its activities under the membership terms & conditions.
(c) Customer responsibilities
carry out all other Customer responsibilities set out in this agreement in a timely and efficient manner. In the event of any delays in the Customer's provision of such assistance as agreed by the parties, the Supplier may adjust any agreed timetable or delivery schedule as reasonably necessary;
(d) Use and compliance
ensure that the Authorised Users use the Services and the Documentation in accordance with the terms and conditions of this agreement and shall be responsible for any Authorised User's breach of the membership terms & conditions;
(e) Licenses, consents, and permissions
obtain and shall maintain all necessary licences, consents, and permissions necessary for the Supplier, its contractors and agents to perform their obligations under the membership terms & conditions, including without limitation the Services;
(f) System compliance
ensure that its network and systems comply with the relevant specifications provided by the Supplier from time to time; and
(g) Network connections and telecommunications links
The Supplier shall be solely responsible for procuring, maintaining and securing its network connections and telecommunications links from its systems to the Customer's data centres, and all problems, conditions, delays, delivery failures or all other loss or damage arising from or relating to the Customer's network connections or telecommunications links caused by the internet.
8.2. Customer Data
The Customer Data that is not personal data, subject to the provisions of the membership terms & conditions will be treated as public information. Customer shall not have the right to own all right, title and interest in and to all of the Customer Data, subject to the provisions of the membership terms & conditions.
9.1. Payment terms
The Customer shall pay the membership fees to the Supplier for the membership fees and additional services in accordance with the pricing schedule in the membership registration form. The Supplier shall also provide support services in accordance with customer support policy.
9.2. Contact and billing details
The Customer shall on the Effective Date provide to the Supplier valid, up-to-date and complete direct debit bank account, credit card details or approved purchase order information acceptable to the Supplier and any other relevant valid, up-to-date and complete contact and billing details and, if the Customer provides:
(a) Authorisation to bill
its credit card or direct debit details to the Supplier, the Customer hereby authorises the Supplier to bill such credit card or the bank account:
(i) Membership fees
on the Effective Date for the Membership Fees payable in respect of the Initial membership term; and
(ii) Membership fees for Renewal Process
subject to clause 14.1, on each anniversary of the Effective Date for the Membership Fees payable in respect of the next Renewal Period
(iii) Add-On Fees
The invoice for additional services fees for kiosks, appointment cards, posters or based on usage SMS invitation as stated on the membership registration form
its approved purchase order or registration mandate information to the Supplier, the Supplier shall invoice the Customer:
(i) Membership fees
on the Effective Date for the Membership Fees payable in respect of the Initial Membership Term; and
(ii) Membership fees for Renewal Period
subject to clause 14.1, at least 30 days prior to each anniversary of the Effective Date for the Membership Fees payable in respect of the next Renewal Period,
(iii) Add-On Fees
The invoice for additional services fees for kiosks, appointment cards, posters or based on usage SMS invitation as stated on the membership registration form
and the Customer will be debited for each invoice within 5 days after the date of such invoice.
9.3. Late payment
If the Supplier has not received payment within 5 days after the due date, and without prejudice to any other rights and remedies of the Supplier:
(a) Suspension of services
the Supplier may, without liability to the Customer, disable the Customer's password, account and access to all or part of the Services and the Supplier shall be under no obligation to provide any or all of the Services while the invoice(s) concerned remain unpaid; and
(b) Interest on late payments
Interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of central bank in the UK from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
9.4. Fees and amounts
All amounts and fees stated or referred in the registration form:
(a) shall be payable in pounds sterling;
(b) are, subject to clause 13.3(b), non-cancellable and non-refundable.
are exclusive of value added tax, which shall be added to the Supplier's invoices at the rate of 20%.
9.5. Fees and charges
The Supplier shall be entitled to amend the Membership Fees based on the change in registered patients data with customer, fees payable pursuant to clause 9.5 at any time upon 30 days' prior notice to the Customer and Membership Registration Form shall be deemed to have been amended accordingly.
10.1. Intellectual property rights
The Customer acknowledges and agrees that the Supplier and/or its licensors own all intellectual property rights in the Services and the Documentation, except for any expressly stated herein. The membership does not grant the Customer any rights to, under or in, any patents, copyright, database right, trade secrets, trade names, trade marks (whether registered or unregistered), or any other rights or licences in respect of the Services or Documentation.
10.2. Rights to services
The Supplier confirms that it has all the rights in relation to the Services and the Documentation that are necessary to grant all the rights it purports to grant under, and in accordance with, the terms of the membership registration.
11.1. Confidential information
Confidential Information means all confidential information however recorded or preserved, disclosed by a party or its Representatives to the other party and that party's Representatives before or after the date of registration in connection with the membership including but not limited to:
(a) This terms and conditions or any other related policies
the membership terms or any other contract entered into in connection with the membership registration;
(b) Confidential information
any information that would be regarded as confidential by a reasonable businessperson relating to:
(i) Confidential information
the business, assets, affairs, customers, clients, suppliers, plans, intentions, or market opportunities of the disclosing party or of any member of the group of companies to which the disclosing party belongs; and
(ii) Confidential information
the operations, processes, product information, know-how, designs, trade secrets or software of the disclosing party or of any member of the group of companies to which the disclosing party belongs;
(c) Confidential information
any information developed by the parties in the course of carrying out this membership and the parties agree that:
(i) Supplier Confidential Information
details of the Services, and the results of any performance tests of the Services, shall constitute Supplier Confidential Information; and
(ii) Customer Data shall constitute Customer Confidential Information;
Representatives means, in relation to a party, its employees, officers, contractors, subcontractors, representatives and advisers.
11.2. Exceptions to confidentiality
The provisions of this clause shall not apply to any Confidential Information that:
(a) Publicly available
is or becomes generally available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause);
(b) Pre-existing information
was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) Public information
If the information is available to the receiving party from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party, then disclosure will be permitted.
(d) Non-confidential information
The GPs agree that all ratings posted on GP Ratings Platform is not treated as confidential information and accepted as public information. General details of the GPs are provided on the platform as also regarded as public information.
(e) Independently developed
The receiving party, GPs, accept to make the information in rating disclosed by the disclosing party, the patient, available to the public.
Each party shall keep the other party's Confidential Information secret and confidential and shall not:
(a) Use of confidential information
use such Confidential Information except for the purpose of exercising or performing its rights and obligations under or in connection with the membership or for an investigation performed by a regulated authority for the patient care standards provided by the customer. This is Permitted Purpose defined in the membership terms and conditions.
(b) Disclosure of confidential information
Except as expressly permitted by this clause 11, disclose Confidential Information in whole or in part to any third party.
11.4. Permitted disclosure
A party may disclose the other party's Confidential Information to those of its Representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) Confidentiality terms
it informs such Representatives of the confidential nature of the Confidential Information before disclosure; and
(b) Confidentiality obligations
At all times, it will be responsible for such Representatives' compliance with the confidentiality obligations set out in this document.
11.5. Disclosure of confidential information
A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including, without limitation, NHS England or CQC), or by a court or other authority of competent jurisdiction provided that:(a) To the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible; and(b) Where notice of disclosure is not prohibited and is given in accordance with this clause 11.5, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
11.6. Bribery Act 2010
A party may, provided that it has reasonable grounds to believe that the other party is involved in activity that may constitute a criminal offence under the Bribery Act 2010, disclose Confidential Information to the Serious Fraud Office without first informing the other party of such disclosure.
11.7. Confidentiality rights
Each party retains all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated herein are granted to the other party, or to be implied on this document.
11.8. On termination or expiry of the membership, each party shall:
(a) Return or destroy confidential information.
destroy or return to the other party all documents and materials (and any copies) containing, reflecting, incorporating or based on the other party's Confidential Information.
(b) Destruction of confidential information
erase all the other party's Confidential Information from computer and communications systems and devices used by it, including such systems and data storage services provided by third parties (to the extent technically and legally practicable); and
(c) Confidentiality obligations
Certify in writing to the other party that it has complied with the requirements of this clause, provided that a recipient party may retain documents and materials containing, reflecting, incorporating or based on the other party's Confidential Information to the extent required by law or any applicable governmental or regulatory authority. The provisions of this clause shall continue to apply to any such documents and materials retained by a recipient party, subject to termination of membership.
11.9. Public announcement
GP Ratings keeps the right to announce and publish GP members of the platform concerning the membership only, no confidential information related to the membership details will be published without the prior written consent of the other parties (such consent not to be unreasonably withheld or delayed), except as required by law, any governmental or regulatory authority (including, without limitation, to NHS England and CQC, any court or other authority of competent jurisdiction.
11.10. No warranty or representation
Except as expressly stated in the terms and conditions, no party makes any express or implied warranty or representation concerning the confidentiality of its Confidential Information.
11.11. After termination
The above provisions of this clause 11 shall continue to apply after termination of membership and survive for a period of five years from termination of the membership.
11.12. Compliance with policies
In performing its obligations under this agreement the Supplier or Customer shall comply with the Mandatory Policies.
The Customer shall defend, indemnify and hold harmless the Supplier against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) arising out of or in connection with the Customer's use of the Services and/or Documentation, provided that:
(a) the Customer is given prompt notice of any such claim;
(b) Defending claims
the Supplier provides reasonable co-operation to the Customer in the defence and settlement of such claim, at the Customer's expense; and
(c) Settlement authority
The Customer is given sole authority to defend or settle the claim.
12.2. Patent, copyright, trade mark and confidentiality infringement
The Supplier shall defend the Customer, its officers, directors and employees against any claim that the Customer's use of the Services or Documentation in accordance with the membership infringes any United Kingdom patent effective as of the Effective Date, copyright, trade mark, database right or right of confidentiality, and shall indemnify the Customer for any amounts awarded against the Customer in judgment or settlement of such claims, provided that:
(a) the Supplier is given prompt notice of any such claim;
(b) Defending claims
the Customer does not make any admission, or otherwise attempt to compromise or settle the claim and provides reasonable co-operation to the Supplier in the defence and settlement of such claim, at the Supplier's expense; and
(c) Settlement authority
The Supplier shall have sole authority to defend or settle the claim.
12.3. Defence of claims
In the defence or settlement of any claim, the Supplier may procure the right for the Customer to continue using the Services, replace or modify them so that they become non-infringing, or terminate this agreement on 2 Business Days' notice to the Customer without any additional liability or obligation to pay liquidated damages or other additional costs.
12.4. Infringement based on
In no event shall the Supplier, its employees, agents and sub-contractors be liable to the Customer to the extent that the alleged infringement is based on:
(a) Unauthorized modification
a modification of the Services or Documentation by anyone other than the Supplier; or
(b) Contrary use
the Customer's use of the Services or Documentation in a manner contrary to the instructions given to the Customer by the Supplier; or
(c) Use of services after infringement
The Customer will use the Services or Documentation only after notice of the alleged or actual infringement from the Supplier or any appropriate authority.
12.5. Intellectual property
The foregoing and clause 13.3(b) sets out the Customer's sole and exclusive rights and remedies, and the Supplier's including the Supplier's employees', agents' and sub-contractors' entire obligations and liability, for infringement of any patent, copyright, trade mark or right of confidentiality.
13.1. Except as expressly and specifically provided in the terms and conditions of membership:
(a) Customer responsibility
the Customer assumes sole responsibility for results obtained from the use of the Services and the Documentation by the Customer, and for conclusions drawn from such use. The Supplier shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to the Supplier by the Customer in connection with the Services, or any actions taken by the Supplier at the Customer's direction;
(b) Excluded warranties
all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded in this document; and
(c) As is
The Services and Documentation are provided to the Customer "as is" with no warranties of any kind.
13.2. Nothing in this agreement excludes the liability of the Supplier:
for death or personal injury caused by the Supplier's negligence; or
(b) for fraud or fraudulent misrepresentation.
13.3. Subject to clause 13.1 and clause 13.2:
(a) Liability for loss
the Supplier shall not be liable whether in tort including for negligence or breach of statutory duty, contract, misrepresentation, restitution or otherwise for any loss of profits, loss of business, depletion of goodwill and/or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising the membership contract; and
(b) Liability limit
The Supplier's total aggregate liability in contract including in respect of the indemnity at clause 12.2, tort including negligence or breach of statutory duty, misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the membership shall be limited to the total Membership Fees paid for the User Memberships during the 3 months immediately preceding the date on which any claim arose.
13.4. Intellectual property rights
Nothing in this terms and conditions document excludes the liability of the Customer for any breach, infringement or misappropriation of the Supplier’s Intellectual Property Rights.
14.1. Duration of membership contract
The membership shall, unless otherwise terminated as provided in this clause 14, commence on the Effective Date and shall continue for the Initial Membership Term and, thereafter, shall be automatically renewed for successive periods of 12 months (each a Renewal Period), unless:
(a) Termination by notice
either party notifies the other party of termination, in writing, at least 60 days before the end of the Initial Membership Term or any Renewal Period, in which case this agreement shall terminate upon the expiry of the applicable Initial Membership Term or Renewal Period; or
(b) otherwise terminated in accordance with the provisions of the membership contract;
and the Initial Membership Term together with any subsequent Renewal Periods shall constitute the Membership Term.
14.2. If either party breaches the membership terms and conditions in this document, the other party may terminate the contract immediately.
Without affecting any other right or remedy available to it, either party may terminate the contract with immediate effect by giving written notice to the other party if:
(a) Late payment
the other party fails to pay any amount due under the contract on the due date for payment and remains in default not less than 15 days after being notified in writing to make such payment;
(b) Material breach
the other party commits a material breach of any other term of the membership contract and if such breach is remediable fails to remedy that breach within a period of 7 days after being notified in writing to do so;
the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 (IA 1986) as if the words "it is proved to the satisfaction of the court" did not appear in sections 123(1)(e) or 123(2) of the IA 1986 OR (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the IA 1986 OR (being a partnership) has any partner to whom any of the foregoing apply];
(d) Debt restructuring
the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(e) Other party files for bankruptcy
the other party applies to court for, or obtains, a moratorium under Part A1 of the Insolvency Act 1986;
(f) Winding up
a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party (being a company, partnership or limited liability partnership);
(h) Floating charge holder
the holder of a qualifying floating charge over the assets of that other party (being a company or limited liability partnership) has become entitled to appoint or has appointed an administrative receiver;
(i) Receiver appointed
a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(j) Attachment or process
a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(k) Bankruptcy, insolvency or similar proceedings.
any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 14.2(c) to clause 14.2(j) (inclusive);
(l) Suspension or cessation of business
the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business;
(m) Financial difficulties
The other party's financial position deteriorates so far as to justify the opinion that its ability to give effect to the terms of this agreement is in jeopardy.
(n) Change of control
There has been a change of control of the other party within the meaning of section 1124 of the Corporation Tax Act 2010.
14.3. On termination of this agreement for any reason:
(a) Licence termination
all licences granted under the membership shall immediately terminate and the Customer shall immediately cease all use of the Services and return all add on materials provided to the Customer.
(b) Return and cease use of property.
each party shall return and make no further use of any equipment, property, Documentation and other items (and all copies of them) belonging to the Supplier;
(c) Back-up of customer data
Purpose of GP Ratings platform is to serve public with general rating and review information for all GPs active in the UK for promoting quality of service for the public. Therefore, customer data never gets deleted unless the GP in question is no longer actively trading or serving patients.
(d) Accrued rights
Any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the membership which existed at or before the date of termination will not be affected or prejudiced.
If either party is in breach of the membership conditions or fails to perform any of its obligations, it shall not be in breach nor liable for delay in performing, or failure to perform, such obligations as a result of events beyond its reasonable control. The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 4 weeks, the party not affected may terminate this agreement by giving 14 days' written notice to the affected party.
If there is an inconsistency between any of the provisions in the membership terms and conditions and the policies, the provisions in this membership terms and condition document shall prevail.
No variation of this membership terms and condition document shall be effective unless it is sent via email to the parties.
A waiver of any right or remedy shall only be effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
18.2. No waiver
No delay, failure to exercise or the single or partial exercise of any right or remedy shall preclude the further exercise of that same right or remedy, nor shall it prevent any other party from exercising its rights.
Except as expressly provided in this membership terms and condition document , the rights and remedies provided under this agreement are supplemental to, and not exclusive of, any rights or remedies provided by law.
20.1. Invalid provisions
If any provision or part-provision of this membership terms and condition document is invalid, illegal or unenforceable, it shall be deleted. However, the validity and enforceability of the rest of the membership terms and conditions shall not be affected.
20.2. Replacement provision
If any provision or part-provision of this membership terms and condition document is deleted under clause 20.1 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
21.1. Entire agreement
This membership terms and condition document is the entire agreement/contract between the parties and replaces and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, oral or written, relating to its subject matter.
21.2. No reliance on statements
Each party acknowledges that it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty whether made innocently or negligently that is not set out in the membership terms and conditions.
21.3. No misrepresentation claim
Each party agrees that it will have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the membership terms and conditions.
21.4. Fraudulent activities
Nothing in this clause shall limit or exclude any liability for fraud.
22.1. No assignment or transfer
The Customer shall not assign, novate, transfer, charge, subcontract or deal in any other manner with its rights or obligations under this agreement without the prior written consent of the Supplier.
22.2. Transferring rights and obligations
The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under this membership terms and conditions.
Nothing in this membership terms and conditions shall be construed to create a partnership between the parties, or authorize either party to act as agent for the other, and neither party shall have the authority to act in the name or on behalf of or otherwise bind the other in any way including, but not limited to, making any representation or warranty, assuming any obligation or liability and exercising any right or power.
This membership terms and conditions does not confer any rights on any person or party other than the parties to this agreement and, where applicable, their successors and permitted assigns pursuant to the Contracts (Rights of Third Parties) Act 1999.
25.1. This membership terms and conditions document may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts shall together constitute the one in this membership terms and conditions document.
25.2. This membership terms and conditions document may be executed in any number of counterparts, each of which shall constitute a duplicate original, but all the counterparts together shall constitute the one agreement.
25.3. Email transmission
Transmission of an executed counterpart of this agreement document but for the avoidance of doubt not just a signature page or the executed signature page of a counterpart of this agreement by email (in PDF, JPEG or other agreed format) shall take effect as the transmission of an executed "wet-ink" counterpart to this agreement. If this or either method of transmission is adopted, without prejudice to the validity of the contract made, each party shall on request provide the others with their "wet ink" hard copy originals scanned copy.
25.4. Executed counterpart
No counterpart shall be effective until each party has provided to the others an executed counterpart copy via email or viewable version on the dashboard for GPs.
Any notice given to a party under or in connection with the membership terms and conditions shall be in writing and shall be:
(a) Delivery method
delivered by email to the root user’s registered address taken on the membership registration form contract at the time of registration.
(b) Email addresses
sent by email to the root user’s registered address taken on the membership registration form contract at the time of registration.
(i) Party 1: Member main user registration email address.
(ii) Party 2: GP Ratings Ltd email address [email protected]
26.2. Any notice shall be deemed to have been received:
(a) Delivery method and time
Since sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
26.3. Service of process
This clause does not apply to the service of any proceedings or other documents in any legal action, arbitration or other method of dispute resolution.
This agreement and any dispute or claim arising out of or in connection with it, its subject matter or formation (including non-contractual disputes or claims), shall be governed by and interpreted in accordance with the law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this membership terms and conditions agreement set out in this document, its subject matter, formation (including non-contractual disputes or claims).
This has been entered into on the date stated at the beginning of it.
(D) Membership Fees
(E) Additional Membership Services Fees
The Membership fees shall amount to the stated figure on the membership registration form with details of add-on services, based on total amount payable annually for GP Memberships per GP Registered.
(F) Membership Term: 12 months
(G) Initial Membership Term: 2 Months
(H) Mandatory Policies
The Mandatory Policies are:
Data Sharing Agreement: https://forgps.gpratings.uk/data-sharing-agreement
Last Update: 11/05/2023 13:05